false
0001948864
0001948864
2026-10-01
2026-10-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 1, 2026
HOST
DIGITAL INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42274 |
|
88-4128927 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
3800
North 28th Way, Unit# 1
Hollywood,
Florida, 33020
(Address
of Principal Executive Office) (Zip Code)
(305)
600-5004
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A common stock |
|
HOST |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 1, 2026, Host Digital Inc.
(the “Company”) entered into a registration rights agreement (the “Registration Rights Agreement”) by and among
the Company and certain stockholders of the Company party thereto (collectively, the “Holders”) in connection with the issuance
by the Company of the Restricted Stock (as defined below) to the Holders. The Registration Rights Agreement is in the same form as that
registration rights agreement dated September 17, 2026, entered into by and among the Company and certain securityholders party thereto
as previously reported. Pursuant to the Registration Rights Agreement, among other things, the Company has agreed to register for resale
from time to time, up to 342,864 shares of Class A common stock, par value $0.001 per share (the “Common Stock”) held in
the aggregate by such Holders.
Pursuant to the Registration Rights
Agreements, the Company is obligated to prepare and file a shelf registration statement covering the resale of up to 342,864 shares of
Common Stock within 30 calendar days following September 17, 2026, subject to certain exceptions, pursuant to Rule 415 of the Securities
Act of 1933, as amended (“Securities Act”). The Company also agreed to use commercially reasonable efforts to keep such registration
statement continuously effective under the Securities Act until the date on which all relevant registrable securities have been sold
under the Registration Rights Agreement. The Company has also agreed under the Registration Rights Agreements to pay certain expenses
of the Holders incident to any registration demand and indemnify the applicable securityholders against certain liabilities.
The foregoing description of the Registration
Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, the form of which
is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Effective
October 1, 2026, the board of directors of the Company (the “Board”), pursuant to the Agreement and Plan of Merger,
dated May 27, 2026, by and among the Company, Healthy Choice Wellness II Corp. and Host Digital Infrastructure LLC, granted to certain
employees of the Company, including John Ollet, the Company’s Chief Financial Officer, an aggregate of 342,864 shares
of Common Stock (the “Restricted Stock”). The Company entered into individual restricted stock award agreements (the “Restricted
Stock Award Agreement”) with each of the employees granted shares of Restricted Stock. In connection with the foregoing, Mr.
Ollet received a grant of 74,286 shares of Restricted Stock. Pursuant to the Restricted Stock Award Agreement, the shares of Restricted
Stock will vest in full on November 30, 2026, subject to (a) Mr. Ollet not voluntarily resigning from the Company or (b) Mr. Ollet not
being terminated by the Company for cause, as determined by the compensation committee of the Board in good faith.
The
foregoing description of the Restricted Stock Award Agreement does not purport to be complete and is qualified in its entirety by the
full text of such agreement, the form of which is filed hereto as Exhibit 10.2 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(c) Exhibits
| Exhibit
No. |
|
Description |
| 10.1* |
|
Form of Registration Rights Agreement (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 17, 2026) |
| 10.2 |
|
Form of Restricted Stock Award Agreement |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document). |
* Certain exhibits, schedules and annexes to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibits, schedules or annexes to the SEC upon its request.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
HOST
DIGITAL INC. |
| |
|
|
| Date: |
October
7, 2026 |
By: |
/s/
Harmol Samra |
| |
|
Harmol
Samra |
| |
|
Chief
Executive Officer |
